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                                                                     EXHIBIT 5.1
                     [Catalyst Corporate Lawyers letterhead]

March 29, 2001

Genetronics Biomedical Ltd.
11199 Sorrento Valley Road
San Diego, CA  92121-1334

Dear Sirs:

         GENETRONICS BIOMEDICAL LTD. (THE "COMPANY") -- FORM S-8 FILING

        We are Canadian counsel for the Company, a corporation incorporated
pursuant to the laws of the province of British Columbia. We write to provide
our opinion in connection with the filing of the Registration Statement on Form
S-8 of the Company registering the 1,840,217 common shares (the "Common Shares")
of the Company issuable pursuant to the exercise of stock options granted or
that may be granted by the Company pursuant to its 2000 Stock Option Plan.

        We have made or caused to be made such investigations and examined
originals or copies certified or otherwise identified to our satisfaction, of
such records and corporate proceedings, certificates and other documents that we
have considered relevant to this opinion. We have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to authentic original documents of all documents submitted to
us as certified or confirmed copies or facsimiles. We have assumed that the
Common Shares to be issued by the Company will not exceed the authorized share
capital of the Company at the time of issuance.

        The opinions expressed herein are limited to the application of the laws
of the Province of British Columbia and the laws of Canada applicable therein,
in effect on the date hereof.

        This opinion is given to you as of the date hereof and we disclaim any
obligation to advise you of any change after the date hereof in any matter set
forth herein, and we express no opinion as to the effect of any subsequent
course of dealing or conduct between the parties referred to herein.

        Based on and subject to the foregoing, we are of the opinion that the
Common Shares will be validly issued, fully paid and non-assessable upon the
exercise of the stock options in accordance with the terms thereof.

        James L. Heppell a director of the Company, is a partner in the law firm
of Catalyst Corporate Finance Lawyers. Mr. Heppell owns, directly or indirectly,
20,500 common shares of the Company. R. David Toyoda is a partner in the law
firm of Catalyst Corporate Finance Lawyers and owns, directly or indirectly,
6,000 common shares of the Company.

        This opinion may be delivered only to the Securities and Exchange
Commission (the "SEC") and is solely for the benefit of the SEC in connection
with the filing of the Registration Statement on Form S-8 of the Company. This
opinion may not be relied upon by the SEC for any other purpose or by any other
person, firm, or corporation for any purpose without the prior written consent
of this firm.

        We hereby consent to the filing of this opinion as an exhibit to the
registration statement referred to above and the use of our name wherever it
appears in said registration statement.

                                        Respectfully submitted,


                                        /s/ Catalyst Corporate Finance Lawyers
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                                        Catalyst Corporate Finance Lawyers